General terms and conditions of sale

1 – Application of the Conditions

The General Conditions of Sale reported here regulate all relationships between DELTA ELETTRONICA Srl., Electronic Components Division, (hereinafter “DELTA”) and the Customer, unless expressly derogated by particular conditions confirmed in writing by DELTA itself.

2 – Supply Requests

Supply requests are issued by Customers by letter, fax or e-mail. DELTA reserves the right to accept requests by telephone and/or verbally. Any clause or particular purchase condition appearing on the supply request issued by the Customer and which is in contradiction with the following General Conditions of Sale, if not accepted in writing by DELTA, will be considered null and void.

3 – Completion of the Contract

The order issued by DELTA, in response to the request referred to in the previous point 2 does not constitute a Contract proposal pursuant to art. 1326 C. C. and is therefore in no case binding for DELTA, but has a purely indicative nature regarding its availability to supply the various products at current prices at the time of sending the offer and is, therefore, subject to any subsequent changes until the order is confirmed by the Customer.

DELTA specifies that, for products found on the free international market, since prices and availability can change at any time, requests for damages or penalties will not be recognized unless agreed in advance and in any case they cannot exceed the amount of the value of the goods.

For each order, DELTA, if it deems it necessary, will issue a written order confirmation which, if necessary, it will send together with these General Conditions of Sale to the Customer who must return them duly signed, thus perfecting the Contract.

Any information or data on the characteristics and/or technical specifications of the products contained in catalogues, price lists or similar documents will be binding only to the extent that such data has been expressly confirmed in writing by DELTA. In any case, if advance payment has been requested, in whole or in part, and has not been executed, DELTA will have the right to request termination of the Contract due to default by the Customer.

4 – Delivery and shipping

a) Unless otherwise agreed, DELTA sales are considered to be made with delivery via authorized couriers, the related costs are the responsibility of the recipient.

b) Any complaints or disputes regarding the products being sold do not give the Customer the right to suspend or otherwise delay payments.

c) The Customer undertakes not to resell the Products covered by this agreement to the Customers and Subjects mentioned in the TDO (table of denial orders).

5 – Delivery terms

The delivery terms expected by DELTA are indicative and non-essential and DELTA cannot, therefore, be held responsible for any damages or any penalty resulting from a delayed delivery, without prejudice to any agreements, in derogation, agreed in advance in writing. DELTA reserves the right to make partial deliveries with consequent issuing of invoices to be paid within the terms agreed in the order confirmation.

The delivery of a smaller quantity of products than ordered does not free the Customer from the obligation to accept delivery and pay for the delivered products.

Unless expressly agreed otherwise in writing, DELTA’s processing of the order beyond the expected delivery terms will not give the Customer the right to request termination of the Contract, nor requests for compensation for damages and/or penalties.

6 – Return of goods

a) Any return of goods must be previously authorized in writing by DELTA.

b) Returns will be accepted only if accompanied by the R.M.A. Nr. (Material Return Authorization). All returned products must be in original packaging and packaged in such a way that the product cannot suffer any damage and the Customer will be responsible for this. All returned products must be returned according to the methods described in the R.M.A.
If returned products are alleged to be defective, a full description of the alleged defect must be included in the packaging with the returned product. Products returned without justified reason will be returned to the Customer, with costs borne by the latter.

c) No refund, even if authorized, will be accepted if in the document
accompanying the goods (R.M.A.) the following information will not be contained:

c1) n. Material Return Authorization, communicated to the Customer by DELTA;

c2) n. delivery note or invoice issued by DELTA;

c3) quantity and type of the returned device;

c4) reason for the return.

c5) request for replacement.

d) Under no circumstances will products that have been soldered, tampered with, damaged or recovered from existing circuits will be accepted assembled, or used improperly.

e) The products found to comply with the standard specifications and/or in the conditions of point d) will be returned to the Customer at his expense.

f) Complaints for an amount less than €100.00 will not be accepted.

7 – Payment conditions

All invoices must be paid to the DELTA headquarters in MILAN Viale del Ghisallo, 16 20151 within and within the agreed terms, regardless of any anomalies occurring during the warranty period and the need for any testing. DELTA reserves the right to issue bank receipts and/or drafts without this constituting an exception to paragraph 3) of the art. 1182 Civil Code.

For Customers placing orders with DELTA for the first time, payment can be made in cash upon collection of the goods.

Any disputes relating to invoices must be received by registered letter with return receipt to DELTA within 8 days. from the date of receipt of the same, otherwise they will not be taken into consideration and the invoices themselves will be considered accepted without any reservation.

Any delays in payments will result in default interest being charged at the legal rate increased by 3 (three) points. Discounts are not permitted unless expressly authorized by DELTA.

The Customer is not authorized to make any deduction from the established value (e.g. advance payment, or in the event of alleged product defects), unless previously agreed in writing with DELTA.

If DELTA has reason to fear that the Customer cannot or does not intend to pay for the products on the agreed date, DELTA may make the delivery of the products subject to the presentation of adequate payment guarantees.

8 – Suspension of delivery and contractual termination

DELTA reserves the right to suspend deliveries if the Customer does not make even a single payment by the established deadline, is in default of other contracts or, in general, of any other obligation. After the conclusion of the Contract, if the economic conditions of the Customer change following protests of bills of exchange, and/or forced executions on the Customer’s assets and/or insolvency proceedings initiated against the same, or in the case of non-payment or delay in payment by the Customer, DELTA, in addition to what is specified in the previous paragraph (right to suspend supplies), reserves the right to terminate the Contract with immediate effect and communicate the forfeiture of the benefit of the term pursuant to art. 1186 C.C., also requesting immediate cash payment of the overdue and overdue invoices by communication by registered letter with return receipt.

9 – Prices

Sales prices do not include VAT; any other service must be agreed and will be specifically charged.

For material coming from abroad, prices are linked to the daily exchange rate reported by the newspaper “Il Sole 24 Ore” or the exchange rate applied by banking institutions.

No deductions or rounding are accepted on invoice amounts.

10 – Cancellation of orders and rescheduling

Cancellations of orders or reductions in quantities cannot be decided by the Customer without prior authorization from DELTA. For orders with scheduled deliveries, the rescheduling of deliveries must be agreed in writing with DELTA, which reserves this right at its discretion. However, written notice by registered mail is required. or fax at least one month in advance of the first available deadline. In this case, DELTA will have the right to charge an amount equal to 1.5% per month of the value of the unused goods as reimbursement for the cost of immobilized material.

Regardless of what is provided in these General Conditions of Sale, it is however understood that orders relating to special, personalized products of greater value, including products to be assembled in specific kits, products which are in any case not present in the DELTA price list or all those Products which DELTA classified as “NCNR” or “Non-Cancellable and Non-Returnable” (so-called “Non-Standard Products”) must henceforth be considered “NON-CANCELLABLE and NON-RETURNABLE”.

11 – Warranty

DELTA guarantees that the goods sold are free from defects in the material and manufacturing, issuing to its Customer the exact and identical guarantee received from the original manufacturers, and more precisely:

a) the products for which DELTA is the distributor have a 12-month guarantee;

b) products coming from official channels (international distributors) have a 12-month warranty;

c) products received from the free market (international brokers) the guarantee is 30 days; unless otherwise agreed in writing between DELTA and the Customer.

Regarding the products found as indicated in point c), the Customer is advised to sample test the products cts received from the free market (international brokers) before putting into production; This suggestion is highly recommended, especially for obsolete or difficult-to-find products.
The Customer must report in writing the existence of any defects in the products delivered to DELTA within 8 (eight) days. The warranty period will be calculated starting from the delivery date. DELTA reserves the right from now on to return to the Customer the amount paid relating to the selling price of the products or alternatively it will have the right to replace, at its discretion and expense, those products that DELTA itself believes to be affected by defects, within the warranty period indicated above.

DELTA is not obliged to provide assistance under this article to repair damages arising and/or connected to unforeseeable circumstances and not dependent on DELTA’s will.

In this regard, the Customer will not be recognized by DELTA for financial requests for damages, penalties and rework of the cards, unless agreed in advance and in any case they cannot exceed the amount of the value of the goods.

12 – Force majeure

DELTA will not be responsible, except for gross negligence, for the failure to execute the Contract and/or for any delay in fulfilling its obligations under these General Conditions of Sale, and the Customer will not be entitled to request the termination and/or compensation for damages, if this arises: (a) from causes not reasonably attributable to DELTA itself, (b) from the need to comply with laws, regulations, orders, acts or requests with priority rights of any governmental authority , civil or military, or body or organization that depends on it; (c) from actions or omissions of the Customer itself and/or from causes of force majeure, such as, by way of example, fires, floods, bad weather, strikes or similar demonstrations, lockouts, closures or changes to the factory, embargoes, wars, popular riots, delays or deficiencies in transport, impossibility of obtaining delivery of the goods from international suppliers within the previously agreed times or for other similar causes.

13 – Confidentiality

Each party undertakes not to use and not to reveal, disclose and/or disseminate directly, indirectly to third parties, through a third party, body or company, by any means and in any way, the objectively or subjectively confidential news and/or information referred to in has become aware on the occasion and/or in the fulfillment of the contractual relationship existing and/or existing between them.

14 – EU Privacy Policy 2019/679 GDPR

Pursuant to and for the purposes of the provisions of the new European legislation, DELTA guarantees that the personal data owned by the Customer being processed will be kept and controlled, through the adoption of suitable and preventive security measures, in order to reduce to a minimum, also in relation to the nature of the data and the specific characteristics of the processing, the risks of destruction, loss or disclosure, even accidental, of the data themselves, of unauthorized access or of processing that is not permitted or does not comply with the purposes of the collection. DELTA also guarantees that it has adopted the minimum safety measures required by the same legislation.

For more information, read the complete site information HERE.

15 – Limitations on use and indemnity

The products sold by DELTA must be used only and exclusively for the purposes indicated by the respective original manufacturers. These purposes, as a rule, do not include the use of the products in human life protection and/or support systems, use in connection with nuclear material or for any other purpose where a malfunction of a product sold by DELTA could cause damage to human life, body or health or loss of large and unusual sums of money.

In the event that the Customer were to use or resell the products purchased for one or more of the aforementioned purposes, he does so at his own and exclusive risk with all consequent liability.

In case of non-compliance, the Customer must therefore hold DELTA and the Manufacturer of the product absolutely free from all damages (direct and/or indirect), costs and liabilities that could arise from the use of the products in violation of this clause and/or of the reservations and precautions of use made by the original manufacturers in this regard.

16 – Control over resale and exports

All products supplied by DELTA are intended to be used exclusively in the country to which they are delivered, as agreed with the Customer. The resale or other use of the products, related technology and documentation are subject to export control regulations (laws, ordinances, directives, decisions, administrative acts, etc.) in force.

17 – Jurisdiction and competent court

The Contract will be governed according to Italian laws; the competent Judicial Authority in any dispute arising from non-compliance with the aforementioned General Conditions of Sale will be exclusively that of the Court of Milan.

18 – Changes

Any derogating and/or supplementary agreement with respect to the text of these General Conditions of Sale will not be valid unless formulated in writing and expressly approved by both parties.

The possible nullity of one or more clauses of these General Conditions of Sale does not affect their validity as a whole.

19 – Communications

Any direct communication from one party to the other relating to these General Conditions of Sale must be sent in writing (by hand, by e-mail, fax or priority post) to the registered office of each of the parties, where each of them elects the own domicile.